-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WEytLqvlmh7+UEMB7a8Bx6ChAtDQxJS4izzpADN52dblvUa3vfq9VMia6chJSMtH 74JVHOjiVCcdj2DrbnsrRA== 0000950123-02-004636.txt : 20020503 0000950123-02-004636.hdr.sgml : 20020503 ACCESSION NUMBER: 0000950123-02-004636 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020503 GROUP MEMBERS: RONALD NASH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRANDPARTNERS GROUP INC CENTRAL INDEX KEY: 0000798600 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 133236325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40135 FILM NUMBER: 02633572 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-446-0200 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: FINANCIAL PERFORMANCE CORP DATE OF NAME CHANGE: 19940406 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVERMAN JEFFREY S CENTRAL INDEX KEY: 0001041741 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-446-0200 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 y55366sc13da.txt AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) BrandPartners Group, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 10531R 10 7 (CUSIP Number) Charles M. Modlin, Esq. Modlin Haftel & Nathan LLP 777 Third Avenue New York, New York 10017 (212) 832-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 26, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 10531R 10 7 1) Name of Reporting Persons. IRS Identification Nos. of above persons (entities only). Jeffrey S. Silverman - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7) Sole Voting Power Number of 4,631,000* (See Item 5) Shares ----------------------------------------------------------------- Beneficially 8) Shared Voting Power Owned by See Item 5 Each ----------------------------------------------------------------- Reporting 9) Dispositive Power Person 4,631,000* (See Item 5) With ----------------------------------------------------------------- 10) Shared Dispositive Power See Item 5 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,631,000* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 22.5% - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN - -------------------------------------------------------------------------------- * Includes 3,750,000 shares of Common Stock issuable upon exercise of the Aggregate Silverman Stock Options held by Mr. Silverman. See Item 5. The percentage listed on Row 13 assumes the full exercise of the Aggregate Silverman Stock Options held by Mr. Silverman. 2 CUSIP No. 10531R 10 7 1) Name of Reporting Persons. IRS Identification Nos. of above persons (entities only). Ronald Nash - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7) Sole Voting Power Number of 4,070,000* (See Item 5) Shares -------------------------------------------------------------- Beneficially 8) Shared Voting Power Owned by See Item 5 Each -------------------------------------------------------------- Reporting 9) Dispositive Power Person 4,070,000* (See Item 5) With -------------------------------------------------------------- 10) Shared Dispositive Power See Item 5 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,070,000* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 20.3% - -------------------------------------------------------------------------------- 14) Type of Reporting Person IN - -------------------------------------------------------------------------------- * Includes 3,250,000 shares of Common Stock issuable upon exercise of the Aggregate Nash Stock Options held by Mr. Nash. See Item 5. The percentage listed on Row 13 assumes the full exercise of the Aggregate Nash Stock Options held by Mr. Nash. 3 The filing of this Statement does not constitute an admission that the Reporting Persons constitute a "group" for purposes of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or the rules promulgated thereunder or for any other purpose whatsoever. Each of the Reporting Persons has made, and will continue to make, his own investment decisions. Although the Reporting Persons expect to consult with each other from time to time concerning matters relating to their respective investments in the Company and the business of the Company, the investment decisions of one Reporting Person may or may not coincide with the investment decisions made by the other Reporting Person. See Item 4. Each of the Reporting Persons expressly disclaims the existence of a group within the meaning of Rule 13d-5(b)(i) of the Exchange Act and expressly disclaims beneficial ownership of the Common Stock beneficially owned by the other Reporting Person. AMENDMENT NO. 3 TO FORM D This Statement amends and supplements the statement on Schedule 13D dated November 24, 1999 filed by Jeffrey Silverman and Ronald Nash (the "Initial Schedule 13D"), relating to the common stock, $.01 par value (the "Common Stock"), of Financial Performance Corporation, a New York corporation, predecessor-in-interest to BrandPartners Group, Inc., a Delaware corporation (the "Company"), as amended by Amendment No. 1 and Amendment No. 2 filed by Jeffrey Silverman and Ronald Nash on January 14, 2000 and January 26, 2001, respectively ("Amendment No. 1" and "Amendment No. 2," respectively). Notwithstanding this Amendment No. 3, the Initial Schedule 13D, Amendment No. 1 and Amendment No. 2 speak as of their respective dates. Capitalized terms used herein without definition have the meanings assigned to such terms in the Initial Schedule 13D, Amendment No. 1 and Amendment No. 2. Unless otherwise specified herein, the Initial Schedule 13D, Amendment No. 1 and Amendment No. 2 are collectively referred to herein as the "Schedule 13D." ITEM 1 OF THE SCHEDULE 13D, "SECURITY AND ISSUER," IS AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS: This Statement on Schedule 13D (the "Statement") relates to the Common Stock, $.01 par value (the "Common Stock") of BrandPartners Group, Inc., a Delaware corporation, successor-in-interest to Financial Performance Corporation, a New York corporation. The principal executive offices of the Company are located at 777 Third Avenue, New York, NY 10017. ITEM 2 (a-c) OF THE SCHEDULE 13D, "IDENTITY AND BACKGROUND," IS AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS: (a-c) This statement is being filed by Jeffrey S. Silverman and Ronald Nash (collectively, the "Reporting Persons"). Mr. Silverman is the Chairman of the Board and Chief Executive Officer of the Company. His office address is c/o BrandPartners Group, Inc., 777 Third Avenue, New York, NY 10017. Mr. Nash is a private investor and a director of the Company. His office address is c/o BrandPartners Group, Inc., 777 Third Avenue, New York, NY 10017. ITEM 3 OF THE SCHEDULE 13D, "SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION," IS HEREBY AMENDED TO ADD THE FOLLOWING NEW PARAGRAPHS AT THE END THEREOF: 4 As of April 30, 2002, the Reporting Persons, taken together, beneficially owned an aggregate of 8,701,000 shares of Common Stock (including 7,000,000 shares issuable in the future upon exercise of the Aggregate Silverman Stock Options and the Aggregate Nash Stock Options). At the Annual Meeting of the shareholders of the Company held on August 1, 2001, the Company's shareholders approved the conversion of the Preferred Stock into Common Stock. Accordingly, each of Mr. Silverman's 200,000 shares of Preferred Stock and Mr. Nash's 200,000 shares of Preferred Stock were automatically converted into Common Stock on a one-to-one basis. ITEM 4(a) OF THE SCHEDULE 13D IS AMENDED TO ADD THE FOLLOWING NEW PARAGRAPHS AT THE END THEREOF: At the Annual Meeting of shareholders held August 1, 2001, the Company's shareholders ratified the conversion of the Preferred Stock into Common Stock. Each of Mr. Silverman's 200,000 shares of Preferred Stock and Mr. Nash's 200,000 shares of Preferred Stock were automatically converted into Common Stock, on a one-to-one basis, upon such approval. Pursuant to an Amendment to Option Agreement, dated as of November 15, 2001, by and between Jeffrey S. Silverman and Robert S. Trump, the Silverman First Option Agreement was amended to extend the exercise period of the Silverman First Option by one year so that the Silverman First Option shall expire on November 17, 2002. See Exhibit 13 attached hereto, which is incorporated herein by reference in its entirety. Pursuant to an Amendment to Option Agreement, dated as of November 15, 2001, by and between Ronald Nash and Robert S. Trump, the Nash First Option Agreement was amended to extend the exercise period of the Nash First Option by one year so that the Nash First Option shall expire on November 17, 2002. See Exhibit 14 attached hereto, which is incorporated herein by reference in its entirety. Pursuant to the terms of an Incentive Stock Option Agreement, dated as of March 26, 2002, by and between the Company and Jeffrey S. Silverman, the Company granted to Mr. Silverman an option, expiring on March 25, 2007, to purchase an aggregate of 1,500,000 shares of Common Stock of the Company at an exercise price of $1.07 per share, the market price on the date of the grant, exercisable as follows: 500,000 shares after March 26, 2002; 500,000 shares after December 31, 2002 and 500,000 shares after December 31, 2003 (the "Silverman Third Company Option"). See Exhibit 15 attached hereto, which is incorporated herein by reference in its entirety. ITEM 4(a) OF THE SCHEDULE 13D IS FURTHER AMENDED AS FOLLOWS: The definition of the Silverman Company Options shall include the currently exercisable portion of the Silverman Third Company Option. ITEM 5(a) OF THE SCHEDULE 13D, "INTEREST IN SECURITIES OF THE ISSUER," IS AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS: As of April 30, 2002, the Reporting Persons, taken together, beneficially owned an aggregate of 8,701,000 shares of Common Stock (including 7,000,000 shares issuable in the future upon exercise of the Aggregate Silverman Stock Options and the Aggregate Nash Stock Options (collectively, the "Stock Options")), representing approximately 38.6% of the outstanding shares of Common Stock (assuming full exercise of all of the Stock Options). This percentage ownership is based on a calculation of the total number of shares of Common Stock outstanding as follows: the 18,063,553 shares of Common Stock 5 reported by the Company to be issued and outstanding as of March 20, 2002 in its Annual Report on Form 10-KSB for the year ended December 31, 2001, plus the 4,500,000 shares of Common Stock underlying the Silverman Company Options and the Nash Company Options, for a total of 22,563,553 shares, and assumes the full exercise of all of the Stock Options held by the Reporting Persons. Mr. Silverman beneficially owns 4,631,000 shares of Common Stock, or approximately 22.5%, of the outstanding shares of Common Stock (assuming full exercise of all of the Aggregate Silverman Stock Options held by Mr. Silverman). This percentage is based on a calculation of the total number of shares of Common Stock outstanding as follows: the 18,063,553 shares of Common Stock reported by the Company to be issued and outstanding as of March 20, 2002 in its Annual Report on Form 10-KSB for the year ended December 31, 2001, plus the 2,500,000 shares of Common Stock underlying the Aggregate Silverman Options, for a total of 20,563,553 shares, and assumes the full exercise of all of the Aggregate Silverman Options held by Mr. Silverman. Mr. Nash beneficially owns 4,070,000 shares of Common Stock, or approximately 20.3%, of the outstanding shares of Common Stock (assuming full exercise of the Aggregate Nash Stock). This percentage is based on a calculation of the total number of shares of Common Stock outstanding as follows: the 18,063,553 shares of Common Stock reported by the Company to be issued and outstanding as of March 20, 2002 in its Annual Report on Form 10-KSB for the year ended December 31, 2001, plus the 2,000,000 shares of Common Stock underlying the Aggregate Nash Options, for a total of 20,063,553 shares, and assumes the full exercise of all of the Aggregate Nash Options held by Mr. Nash. ITEM 7 OF THE SCHEDULE 13D IS AMENDED TO ADD THE FOLLOWING NEW EXHIBITS AT THE END THEREOF: Exhibit 13 - Amendment to Silverman First Option Agreement Exhibit 14 - Amendment to Nash First Option Agreement Exhibit 15 - Form of Silverman Third Company Option Agreement 6 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: April 30, 2002 /s/ Jeffrey S. Silverman -------------------------------------------- Name: Jeffrey S. Silverman /s/ Ronald Nash -------------------------------------------- Name: Ronald Nash 7 EX-99.13 3 y55366ex99-13.txt AMENDMENT TO FIRST OPTION AGREEMENT EXHIBIT 13 AMENDMENT TO OPTION AGREEMENT Agreement made as of November 15, 2001, by and among Jeffrey S. Silverman (the "Optionholder") and Robert S. Trump (the "Shareholder"). W I T N E S S E T H: WHEREAS, the Optionholder and the Shareholder entered into an option agreement dated as of November 17, 1999, granting an option to the Optionholder to purchase up to 500,000 shares of Common Stock of BrandPartners Group, Inc. (formerly known as Financial Performance Corporation) owned, beneficially and of record, by the Shareholder, at a purchase price of $.8125 per share (the "Silverman Option Agreement"); and WHEREAS, the parties hereto desire to amend the Option Agreement as herein set forth. NOW, THEREFORE, in consideration of the premises, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Section 1(c) of the Silverman Option Agreement is hereby amended to extend the Termination Date by one (1) year to November 17, 2002. Accordingly, effective as of the date hereof, Section 1(c) of the Silverman Option Agreement is hereby amended and restated in its entirety to read as follows: (c) The Option shall expire and cease to be exercisable on the date (hereinafter, the "Termination Date") which shall be three years after the date of this Agreement. Accordingly, the Termination Date shall be November 17, 2002. 2. All capitalized terms not specifically defined herein shall have the meaning ascribed to such terms in the Silverman Option Agreement. 3. Except as otherwise set forth in this agreement, all of the terms and provisions of the Silverman Option Agreement shall remain unmodified and in full force and effect. 4. The covenants, agreements, terms, provisions and conditions contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, successors, legal representatives and permitted assigns, if any. 5. This Agreement may not be modified orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. 6. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. This Agreement may be validly executed via facsimile signature. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above written. /s/ Jeffrey S. Silverman --------------------------------------- Jeffrey S. Silverman /s/ Robert S. Trump --------------------------------------- Robert S. Trump EX-99.14 4 y55366ex99-14.txt AMENDMENT TO FIRST OPTION AGREEMENT EXHIBIT 14 AMENDMENT TO OPTION AGREEMENT Agreement made as of November 15, 2001, by and among Ronald Nash (the "Optionholder") and Robert S. Trump (the "Shareholder"). W I T N E S S E T H: WHEREAS, the Optionholder and the Shareholder entered into an option agreement dated as of November 17, 1999, granting an option to the Optionholder to purchase up to 500,000 shares of Common Stock of BrandPartners Group, Inc. (formerly known as Financial Performance Corporation) owned, beneficially and of record, by the Shareholder, at a purchase price of $.8125 per share (the "Nash Option Agreement"); and WHEREAS, the parties hereto desire to amend the Option Agreement as herein set forth. NOW, THEREFORE, in consideration of the premises, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Section 1(c) of the Nash Option Agreement is hereby amended to extend the Termination Date by one (1) year to November 17, 2002. Accordingly, effective as of the date hereof, Section 1(c) of the Nash Option Agreement is hereby amended and restated in its entirety to read as follows: (c) The Option shall expire and cease to be exercisable on the date (hereinafter, the "Termination Date") which shall be three years after the date of this Agreement. Accordingly, the Termination Date shall be November 17, 2002. 2. All capitalized terms not specifically defined herein shall have the meaning ascribed to such terms in the Nash Option Agreement. 3. Except as otherwise set forth in this agreement, all of the terms and provisions of the Nash Option Agreement shall remain unmodified and in full force and effect. 4. The covenants, agreements, terms, provisions and conditions contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, successors, legal representatives and permitted assigns, if any. 5. This Agreement may not be modified orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. 6. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. This Agreement may be validly executed via facsimile signature. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above written. /s/ Ronald A. Nash --------------------------------- Ronald Nash /s/ Robert S. Trump --------------------------------- Robert S. Trump EX-99.15 5 y55366ex99-15.txt FORM OF OPTION AGREEMENT Exhibit 15 BRANDPARTNERS GROUP, INC. FORM OF STOCK OPTION AGREEMENT OPTION AGREEMENT, made as of the 26th day of March, 2002, between BrandPartners Group, Inc., a Delaware Corporation (hereinafter referred to as the "Company") and Jeffrey S. Silverman, an employee of the Company or one or more of its Related Companies (hereinafter called the "Employee"). The Company has adopted the 2001 Stock Incentive Plan (hereinafter referred to as the "Plan") to encourage key employees and officers of the Company and its Related Companies to become stockholders of the Company or to increase their stockholdings in the Company. All capitalized terms used herein without definition are used as defined in the Plan. NOW, THEREFORE, for other good and valuable consideration, the parties hereto have agreed and do hereby agree as follows: 1. GRANT OF OPTIONS. The Company hereby grants to the Employee pursuant to the Plan the right and option (hereinafter referred to as the "Option") to purchase from the Company all or any part of an aggregate of 1,500,000 shares of the common stock of the Company, $.01 par value (hereinafter referred to as "Common Stock"), on the terms and conditions set forth in this Agreement and the Plan, such number of shares of Common Stock to be subject to adjustment as provided in paragraph 8 hereof. 2. PURCHASE PRICE. The purchase price (hereinafter referred to as the "Option Price") of the shares of Common Stock covered by the Option shall be $1.10 per share, subject to adjustment as provided in paragraph 8 hereof. 3. DURATION AND VESTING OF OPTION. The Option granted hereunder shall be for a period of five (5) years from the date hereof, subject to earlier termination as provided in paragraph 6 hereof. The Option may be exercised at any time or from time to time prior to such expiration or termination, as to any part of or all of the shares of Common Stock covered thereby; provided, however, that 500,000 shares covered by the Option are immediately exercisable, an additional 500,000 shares covered by the Option shall become exercisable on and after January 1, 2003, and the remaining 500,000 shares covered by the Option shall become exercisable on and after January 1, 2004. The rights to exercise Options as aforesaid shall be cumulative. In the event of a Change of Control of the Company (as defined in the Plan) the right to exercise the Option shall be accelerated in accordance with the terms of the Plan. Except as provided in paragraphs 6 and 7 hereof, the Option may not be exercised unless the Employee at the time of such exercise is an employee of the Company or of a Related Company and shall have been continuously so employed since the date hereof. Absence on permitted leave from the Company or any Related Company, or a change of employment from any Related Company to any other Related Company or to the Company, or such change from employment by the Company to any of its Related Companies, shall not be considered an interruption of employment for the purposes of this Agreement. 4. NONTRANSFERABILITY. The Option shall not be assignable or transferable other than by will or the laws of descent and distribution. The Option shall be exercisable during the lifetime of the Employee only by the Employee. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof shall be null and void and without effect. Notwithstanding the aforesaid, except for Options that are "incentive stock options" as defined in the Internal Revenue Code of 1986, as amended, the Option may be transferred by the Employee to (i) the spouse, children or grandchildren of the optionee ("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (iii) a partnership in which such Immediate Family Members are the only partners, provided that (x) there may be no consideration for any such transfer and (y) subsequent transfers of the transferred Options shall be prohibited except those by will or the laws of descent and distribution. Following transfer, the Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. 5. EMPLOYMENT. Nothing in this Agreement or the Plan shall confer upon the Employee any right to continued employment by the Company or any Related Company. Nothing in this Agreement or in the Plan shall limit the right of the Company or any Related Company to terminate the employment of the Employee or to reduce or change his or her compensation at any time and from time to time. 6. TERMINATION OF EMPLOYMENT. In the event the employment of the Employee with the Company and/or the Related Company by which he or she is employed ceases (other than as a result of a leave of absence approved by the Company or a Related Company or by reason of the Employee's death or physical disability), all rights to purchase shares pursuant to the Option shall forthwith cease and terminate, except that, for a period of three months after the termination of his or her employment, the Employee shall have the right to exercise the Option with respect to those shares which he or she had a right to purchase as of the date of termination. If such termination results from physical disability, then the right to exercise the Option shall accelerate and the Employee shall have the right to exercise the Option in full for a period of twelve (12) months after the date of the date of his termination of employment or until the expiration date of the Option, if sooner. 7. DEATH OF EMPLOYEE. In the event of the death of the Employee while he or she, whether or not he or she is in the employ of the Company or any Related Company, (or within three months subsequent to the termination of his or her employment) the Option or unexercised portion thereof shall be exercisable in full at any time prior to the expiration date of the Option, in accordance with the terms of the Option, but only by the person or persons to whom such Employee's rights under the Option shall pass by the Employee's will or by laws of descent and distribution of the state of his or her domicile at the time of his or her death. 8. ADJUSTMENTS. In the event of any merger, reorganization, consolidation, sale of substantially all assets, recapitalization, reclassification, Common Stock dividend, Common Stock split, spin-off, split-up, split-off, distribution of assets or other change in corporate structure affecting the Common Stock after the date hereof, an appropriate substitution or adjustment shall be made in the number of shares subject to the Option and to the Option Price; provided, however, that such adjustment shall not increase the aggregate value of the Option, no fractional shares shall be issued, and the aggregate Option Price shall be appropriately reduced on account of any fractional shares. 9. EXERCISE OF OPTION. Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company at its principal office which is now located at 777 Third Avenue, New York, New York. Such notice shall state the election to exercise the Option and the number of shares in respect of which it shall be exercised, and shall be signed by the person or persons so exercising the Option. In the event that the Option shall be exercised pursuant to paragraph 7 hereof by any person or persons other than the Employee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option, as may be reasonably required by the Company and its counsel. The notice of exercise shall be accompanied by payment of the full purchase price of the shares being purchased in cash or cash equivalents, in shares of Common Stock which have been owned by the Employee for at least six months, or in any combination thereof. The Employee shall have the right to instruct the Company to withhold a portion of his Option shares to meet the minimum obligations for tax withholding upon exercise of the Option. In the alternative, the Employee may tender previously owned shares to the Company 2 to satisfy such tax withholding obligation. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option and shall be delivered, as provided above, to or upon the written order of the person or persons exercising the Option as soon as practicable (except as otherwise provided below in this paragraph 9) after the due and proper exercise of the Option. The holder of the Option shall not have any rights of a stockholder with respect to the shares covered by the Option unless and until the certificate or certificates for such shares shall have been issued and delivered to him or her. It is expressly understood that, notwithstanding anything contained in this Agreement to the contrary, (1) the time for the delivery of the certificate or certificates of Common Stock may be postponed by the Company for such period as may be required by the Company to comply with any listing requirements of any national securities exchange or to comply with any applicable State or Federal law, and (2) the Company shall not be obligated to sell, issue or deliver any shares as to which the option or any part thereof shall have been exercised unless such shares are at that time effectively registered or exempt from registration under the Securities Act of 1933, as amended. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable. 10. MISCELLANEOUS. Notwithstanding anything to the contrary contained in this Agreement, the Option shall constitute, to the extent permissible, and be subject to all applicable provisions relating to "incentive stock options" as defined in the Internal Revenue Code of 1986, as amended, and in the event of any conflict between the terms of this Option and the provisions of said Code, then the provisions of said Code shall apply. IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereof thereunto duly authorized, and the Employee has hereunto set his or her hand, all as of the day and year first above written. BRANDPARTNERS GROUP, INC. By: ----------------------- --------------------------- Employee 3 -----END PRIVACY-ENHANCED MESSAGE-----